Share Based Awards | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Awards | -6 | Share Based Awards | | | | | | | | | | | |
Equity Issued by Parent |
Prior to January 14, 2015 and the Company’s IPO, the Parent granted options to purchase its ordinary shares and granted awards of restricted ordinary shares, to both employees and non-employees of the Company and share-based compensation related to such awards is recognized as expense in the accompanying consolidated financial statements. Information regarding prior period awards is available in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. |
Options |
No options were granted by the Parent during the three months ended March 31, 2015. As of March 31, 2015, there were options outstanding to purchase 4,741,250 of the Parent’s ordinary shares. |
The following table sets forth the Parent’s option activity for the three months ended March 31, 2015: |
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PARENT | | NUMBER OF | | | WEIGHTED | | | AGGREGATE | |
PARENT’S | AVERAGE | INTRINSIC |
SHARES | EXERCISE | VALUE |
| PRICE PER | |
| SHARE | |
| | | |
Balance, December 31, 2014 | | | 4,835,000 | | | $ | 0.11 | | | | | |
Granted | | | — | | | $ | — | | | | | |
Exercised | | | (75,000 | ) | | $ | 0.08 | | | $ | 12 | |
Forfeited/cancelled | | | (18,750 | ) | | $ | — | | | | | |
| | | | | | | | | | | | |
Balance, March 31, 2015 | | | 4,741,250 | | | $ | 0.11 | | | $ | 1,070 | |
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Vested and expected to vest, March 31, 2015 | | | 4,721,276 | | | $ | 0.11 | | | $ | 1,068 | |
Exercisable, March 31, 2015 | | | 4,176,250 | | | $ | 0.09 | | | $ | 1,013 | |
Restricted Shares |
No restricted shares were granted by the Parent during the three months ended March 31, 2015. As of March 31, 2015, there were 1,500,000 restricted shares of the Parent outstanding with a weighted average grant date fair value of $0.30 per share. The Company recorded compensation expense related to restricted shares of approximately $7,400 for the three months ended March 31, 2015. |
Unrecognized Share-based Compensation |
As of March 31, 2015, there was $89,400 and $7,400 of unrecognized compensation expense related to employee and non-employee options of the Parent, respectively, which is expected to be recognized by the Company over the weighted average vesting period of 3.3 years. Unrecognized compensation expense related to restricted shares was $107,000 as of March 31, 2015 and is expected to be recognized over the weighted average vesting period of 3.6 years. |
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Equity Issued by Presbia PLC |
Presbia Incentive Plan |
On January 14, 2015, the Company approved a compensation incentive plan (the “Presbia Incentive Plan”). The Presbia Incentive Plan permits the Company to grant awards of options, restricted shares, share appreciation rights, restricted share units, performance shares, performance share units, dividend equivalent rights in respect of awards and other share-based and cash-based awards, including annual and long-term cash incentive awards. A total of 1,800,000 ordinary shares are authorized for issuance under the Presbia Incentive Plan. The exercise price of each option award shall be determined by the Board of Directors (or a committee thereof) at the date of grant in accordance with the terms of the 2005 Plan, and under the 2005 Plan awards generally vest 20% annually over a five-year period and expire no later than 10 years from the grant date. The Presbia Incentive Plan terminates on January 14, 2025, unless terminated earlier by the board of directors. Awards under the Presbia Incentive Plan may be granted to employees, directors, consultants and other persons who perform services for the Company or a subsidiary of the Company. |
Options |
On January 28, 2015, the Company’s board of directors approved grants to the following officers and directors, effective upon the execution of the underwriting agreement relating to the Company’s IPO: to Ralph Thurman, options to purchase 250,000 ordinary shares; to Zohar Loshitzer, options to purchase 100,000 ordinary shares; to Vladimir Feingold, options to purchase 100,000 ordinary shares; to Todd Cooper, options to purchase 450,000 ordinary shares; to Richard Ressler, options to purchase 10,000 ordinary shares; and to Mark Blumenkranz, options to purchase 10,000 ordinary shares. All such options were granted pursuant to the Presbia Incentive Plan at an exercise price of $10.00 per share and equal to the price at which the Company’s ordinary shares were offered to the public in its IPO. The options granted to Messrs. Loshitzer, Feingold and Cooper will vest in five equal annual installments commencing on January 28, 2016. The options granted to Messrs. Thurman, Ressler and Blumenkranz vested with respect to one-third of the underlying ordinary shares on the grant date and will vest with respect to one-third of the underlying ordinary shares on each of the next two anniversaries of that date. All options awarded will expire 10 years from the date of grant. |
On March 16, 2015, the Company’s board of directors approved option awards of 10,000 options each, respectively, to Richard Fogarty, Chief Accounting Officer, and to Jake Vander Zanden, Chief Commercial Officer, and an aggregate 82,500 options were granted to other employees and non-employees vesting in five equal, annual installments commencing one year following the date of grant, at an exercise price of $8.63 per share. All options awarded will expire 10 years from the date of grant. As of March 31, 2015, all 102,500 options were outstanding. |
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The following table sets forth the Company’s option activity for the three months ended March 31, 2015: |
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PRESBIA PLC | | NUMBER OF | | | WEIGHTED | | | AGGREGATE | |
SHARES | AVERAGE | INTRINSIC |
| EXERCISE | VALUE |
| PRICE PER | |
| SHARE | |
| | | |
Balance, December 31, 2014 | | | — | | | $ | — | | | | | |
Granted | | | 1,022,500 | | | $ | 9.86 | | | | | |
| | | | | | | | | | | | |
Balance, March 31, 2015 | | | 1,022,500 | | | $ | 9.86 | | | $ | — | |
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Vested and expected to vest, March 31, 2015 | | | 910,184 | | | $ | 9.87 | | | $ | — | |
Exercisable, March 31, 2015 | | | 90,000 | | | $ | 10 | | | $ | — | |
The Company utilizes the Black-Scholes valuation model for estimating the fair value of share-based compensation with the following assumptions. The Company estimated expected life utilizing the simplified method because of its limited history of option exercise activity and its options meet the criteria of the “plain-vanilla” options. The simplified method calculates the expected term as the average of the vesting and contractual terms of the award. |
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| | Three Months Ended | | | | | | | | | |
March 31, 2015 | | | | | | | | |
Expected life | | | 5.5 - 6.5 years | | | | | | | | | |
Expected volatility | | | 76.8% - 84.6% | | | | | | | | | |
Expected dividends | | | — | | | | | | | | | |
Risk-free rate | | | 1.3% - 1.8% | | | | | | | | | |
The weighted-average grant date fair value of options granted during the three months ended March 31, 2015 was $6.99 per share. |
Restricted Shares |
On March 16, 2015, the Company’s board of directors approved grants of 9,270 restricted ordinary shares of the Company each to Robert J. Cresci and to Mark Blumenkranz, both of whom are board members. The aggregate 18,540 shares vest in five equal, annual installments commencing one year after the date of grant. The weighted-average grant date fair value for the restricted shares was estimated using the market price of the ordinary shares on the date of grant ($8.63 per share on March 16, 2015). |
As of March 31, 2015, there were 18,540 restricted shares of the Company outstanding with a weighted average grant date fair value of $8.63 per share. The Company recorded compensation expense related to restricted shares of approximately $1,300 for the three months ended March 31, 2015. |
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Unrecognized Share-based Compensation |
As of March 31, 2015, there was $5.4 million and $62,000 of unrecognized compensation expense related to employee and non-employee options of the Company, respectively, which is expected to be recognized by the Company over the weighted average vesting period of 4.3 years. Unrecognized compensation expense related to restricted shares was $159,000 as of March 31, 2015 and is expected to be recognized over the weighted average vesting period of 5.0 years. |